<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1999
(NO. 333-75603)
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
U.S. BANCORP
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 6711 41-0255900
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
</TABLE>
<TABLE>
<S> <C>
U.S. BANCORP LEE R. MITAU, ESQ.
U.S. BANK PLACE U.S. BANK PLACE
601 SECOND AVENUE SOUTH 601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302 MINNEAPOLIS, MINNESOTA 55402-4302
(612) 973-1111 (612) 973-1111
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of registrant's principal executive number, including area code, of agent for service)
offices)
</TABLE>
------------------------
COPIES TO:
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<S> <C>
ELIZABETH C. HINCK, ESQ. KURT L. KICKLIGHTER, ESQ.
Dorsey & Whitney LLP FRANKLIN T. LLOYD, ESQ.
2200 South Sixth Street Higgs, Fletcher & Mack LLP
Minneapolis, Minnesota 55402 401 West A Street, Suite 2600
(612) 340-8877 San Diego, California 92101
(619) 236-1551
</TABLE>
Approximate date of commencement of proposed sale of the securities to the
public: as soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, U.S. Bancorp will indemnify its directors and officers
under certain circumstances against all expenses and liabilities incurred by
them as a result of suits brought against them as such directors and officers.
The indemnified directors and officers must act in good faith and in a manner
they reasonably believe to be in the best interests of USB, and, with respect to
any criminal action or proceeding, have no reasonable cause to believe their
conduct was unlawful. USB will not indemnify directors and officers for expenses
in respect of any matter as to which the indemnified directors and officers
shall have been adjudged to be liable to USB, unless the court in which such
action or suit was brought shall otherwise determine. USB may indemnify officers
and directors only as authorized in each specific case upon a determination by
the stockholders or disinterested directors that indemnification is proper
because the indemnitee has met the applicable statutory standard of conduct.
Article Ninth of the USB Restated Certificate of Incorporation, as amended,
provides that a director shall not be liable to USB or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability: (i) for any breach of the director's duty of loyalty to USB or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the Delaware
statutory provision making directors personally liable for unlawful payment of
dividends or unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the directors derived an improper personal benefit.
The Bylaws of USB provide that the officers and directors of USB shall be
indemnified to the full extent permitted by Delaware law, as amended from time
to time. The Board of Directors has discretion to indemnify any employee of USB
for actions arising by reason of the employee's employment with USB. USB shall
pay expenses incurred by officers and directors in defending actions in advance
of any final disposition if such officer or director agrees to repay such
amounts if it is ultimately determined that he or she is not entitled to be
indemnified under Delaware law. USB maintains a standard policy of officers' and
directors' liability insurance.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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(A) EXHIBITS.
2.1 Agreement and Plan of Reorganization dated February 18, 1999, as amended and restated
as of March 26, 1999, by and between USB and BOC. (Included in Proxy
Statement/Prospectus as Appendix A.) The registrant agrees to furnish a supplemental
copy of omitted schedules to the Commission upon request.
4.1 Certificate of Designation and Terms of Term Participating Preferred Stock of U.S.
Bancorp (Previously Filed).
4.2 Bylaws of USB, as amended. (Incorporated by reference to Exhibit 3.1 to the report on
Form 10-Q for the quarter ended June 30, 1998.)
4.3 [Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining
the rights of holders of long-term debt are not filed. U.S. Bancorp agrees to furnish
a copy thereof to the Securities and Exchange Commission upon request.]
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp and First Chicago
Trust Company of New York, as Warrant Agent and Form of Warrant. (Incorporated by
reference to Exhibits 4.18 and 4.19 to Registration Statement on Form S-3, File No.
33-61667.)
</TABLE>
II-1
<PAGE>
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4.5 Warrant Agreement, dated as of November 20, 1990, between Metropolitan Financial
Corporation and American Stock Transfer and Trust Company, as Warrant Agent;
Supplemental Warrant Agreement, dated as of January 24, 1995, between U.S. Bancorp and
American Stock Transfer and Trust Company, as Warrant Agent; and Form of Warrant.
(Incorporated by reference to Exhibit 4E to report on Form 10-K for the year ended
December 31, 1996.)
5.1 Opinion and consent of Dorsey & Whitney LLP as to legality of the securities being
registered (Filed herewith).
8.1 Opinion and consent of Dorsey & Whitney LLP as to the correctness of the tax
disclosure sections in this Form S-4 (Filed herewith).
12 Statement re: Computation of Ratio of Earnings to Fixed Charges. (Incorporated by
reference to Exhibit 12 to report on Form 10-K for the year ended December 31, 1998.)
23.1 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1.)
23.2 Consent of Ernst & Young LLP (relating to financial statements of USB) (Previously
Filed).
23.3 Consent of Deloitte & Touche, LLP (relating to financial statements of BOC)
(Previously Filed).
24.1 Powers of Attorney (Previously Filed).
27 Financial Data Schedule. (Incorporated by reference to Exhibit 27 to report on Form
10-K for the year ended December 31, 1998.)
99.1 Form of Proxy for Annual Meeting of Shareholders of BOC (Previously Filed).
99.2 Articles of Incorporation of BOC (Previously Filed).
99.3 Bylaws of BOC, as amended (Previously Filed).
99.4 Opinion of Keefe, Bruyette & Woods, Inc. (Included as Appendix B to the Proxy
Statement/ Prospectus.).
(B) FINANCIAL STATEMENT SCHEDULES.
None.
(C) REPORTS, OPINIONS AND APPRAISALS.
None.
</TABLE>
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price
II-2
<PAGE>
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to its articles, bylaws or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
May 3, 1999.
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<S> <C> <C>
U.S. BANCORP
By: /s/ JOHN F. GRUNDHOFER
-----------------------------------------
John F. Grundhofer
CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE
OFFICER AND DIRECTOR
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
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<S> <C>
/s/ JOHN F. GRUNDHOFER May 3, 1999
--------------------------------------
John F. Grundhofer
Chairman, President, Chief Executive
Officer, and Director
(principal executive officer)
/s/ SUSAN E. LESTER May 3, 1999
--------------------------------------
Susan E. Lester
Executive Vice President and
Chief Financial Officer
(principal financial officer)
/s/ TERRANCE R. DOLAN May 3, 1999
--------------------------------------
Terrance R. Dolan
Senior Vice President and Controller
(principal accounting officer)
* May 3, 1999
--------------------------------------
Linda L. Ahlers
Director
* May 3, 1999
--------------------------------------
Harry L. Bettis
Director
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- ------------------------------------------------ ----------------------
<S> <C>
* May 3, 1999
--------------------------------------
Gerry B. Cameron
Director
* May 3, 1999
--------------------------------------
Carolyn Silva Chambers
Director
* May 3, 1999
--------------------------------------
Arthur D. Collins, Jr.
Director
* May 3, 1999
--------------------------------------
Peter H. Coors
Director
* May 3, 1999
--------------------------------------
Robert L. Dryden
Director
* May 3, 1999
--------------------------------------
Joshua Green III
Director
* May 3, 1999
--------------------------------------
Roger L. Hale
Director
* May 3, 1999
--------------------------------------
Delbert W. Johnson
Director
* May 3, 1999
--------------------------------------
Joel W. Johnson
Director
* May 3, 1999
--------------------------------------
Richard L. Knowlton
Director
</TABLE>
II-5
<PAGE>
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<CAPTION>
SIGNATURE AND TITLE DATE
- ------------------------------------------------ ----------------------
<S> <C>
* May 3, 1999
--------------------------------------
Jerry W. Levin
Director
* May 3, 1999
--------------------------------------
Edward J. Phillips
Director
* May 3, 1999
--------------------------------------
Paul A. Redmond
Director
* May 3, 1999
--------------------------------------
Richard G. Reiten
Director
* May 3, 1999
--------------------------------------
S. Walter Richey
Director
* May 3, 1999
--------------------------------------
Richard L. Schall
Director
* May 3, 1999
--------------------------------------
Walter Scott, Jr.
Director
* May 3, 1999
--------------------------------------
Warren R. Staley
Director
*By: /s/ SUSAN E. LESTER
-----------------------------------
Susan E. Lester
Pro se and as Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
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<C> <S> <C>
2.1 Agreement and Plan of Reorganization dated February 18, 1999, as amended and restated as of March
26, 1999, by and between USB and BOC. (Included in Proxy Statement/ Prospectus as Appendix A.) The
registrant agrees to furnish a supplemental copy of omitted schedules to the Commission upon
request.
4.1 Certificate of Designation and Terms of Term Participating Preferred Stock of U.S. Bancorp
(Previously Filed).
4.2 Bylaws of USB, as amended. (Incorporated by reference to Exhibit 3.1 to the report on Form 10-Q for
the quarter ended June 30, 1998.)
4.3 [Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining the rights of
holders of long-term debt are not filed. U.S. Bancorp agrees to furnish a copy thereof to the
Securities and Exchange Commission upon request.]
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp and First Chicago Trust Company
of New York, as Warrant Agent and Form of Warrant. (Incorporated by reference to Exhibits 4.18 and
4.19 to Registration Statement on Form S-3, File No. 33-61667.)
4.5 Warrant Agreement, dated as of November 20, 1990, between Metropolitan Financial Corporation and
American Stock Transfer and Trust Company, as Warrant Agent; Supplemental Warrant Agreement, dated
as of January 24, 1995, between U.S. Bancorp and American Stock Transfer and Trust Company, as
Warrant Agent; and Form of Warrant. (Incorporated by reference to Exhibit 4E to report on Form 10-K
for the year ended December 31, 1996.)
5.1 Opinion and consent of Dorsey & Whitney LLP as to legality of the securities being registered (Filed
herewith).
8.1 Opinion and consent of Dorsey & Whitney LLP as to the correctness of the tax disclosure sections in
this Form S-4 (Filed herewith).
12 Statement re: Computation of Ratio of Earnings to Fixed Charges. (Incorporated by reference to
Exhibit 12 to report on Form 10-K for the year ended December 31, 1998.)
23.1 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1.)
23.2 Consent of Ernst & Young LLP (relating to financial statements of USB) (Previously Filed).
23.3 Consent of Deloitte & Touche, LLP (relating to financial statements of BOC) (Previously Filed).
24.1 Powers of Attorney (Previously Filed).
27 Financial Data Schedule. (Incorporated by reference to Exhibit 27 to report on Form 10-K for the
year ended December 31, 1998.)
99.1 Form of Proxy for Annual Meeting of Shareholders of BOC (Previously Filed).
99.2 Articles of Incorporation of BOC (Previously Filed).
99.3 Bylaws of BOC, as amended (Previously Filed).
99.4 Opinion of Keefe, Bruyette & Woods, Inc. (Included as Appendix B to the Proxy
Statement/Prospectus.).
</TABLE>
<PAGE>
Exhibit 5.1
[Opinion of Dorsey & Whitney LLP]
U..S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302
Re: Registration Statement on Form S-4
File number 333-75603
Ladies and Gentlemen:
We have acted as counsel to U.S. Bancorp, a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-4 (the
"Registration Statement") relating to the issuance by the Company of (1) up to
9,000,000 shares (the "Shares") of Common Stock of the Company, par value $ 1.25
per share, and (2) 75,789 Warrants (the "Warrants"). The Shares and the
Warrants are to be issued in connection with the merger of Bank of Commerce with
and into a subsidiary of the Company (the "Merger"), as described in the Proxy
Statement/Prospectus constituting part of the Registration Statement.
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials. We have
<PAGE>
also assumed that the Shares and the Warrants will be issued in connection
with the Merger as described in the Registration Statement.
Based on the foregoing, we are of the opinion that:
(a) The Shares to be issued by the Company in the Merger have been duly
authorized and, when issued in accordance with the terms of the
Agreement (as defined in the Registration Statement), will be validly
issued, fully paid and nonassessable.
(b) The Warrants to be issued by the Company in the Merger have been duly
authorized and, when issued in accordance with the terms of the
Agreement, will be validly issued and enforceable by the holders
thereof in accordance with the terms thereof.
Our opinions expressed above are limited to the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"LEGAL MATTERS" in the Prospectus constituting part of the Registration
Statement.
Dated: May 3, 1999
Very truly yours,
/s/ Dorsey & Whitney LLP
ECH
<PAGE>
Exhibit 8.1
April 30, 1999
U.S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, MN 55402
Dear Ladies and Gentlemen:
We have acted as your counsel in connection with the Registration
Statement on Form S-4 filed on April 2, 1999 (the "Registration Statement") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement relates to the
proposed merger of Bank of Commerce with and into a wholly-owned subsidiary of
U.S. Bancorp. This opinion is delivered in accordance with the requirements of
Item 601(b)(8) of the Regulation S-K under the Securities Act.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of the Registration Statement, the Proxy Statement/Prospectus included therein
(the "Proxy Statement/Prospectus") and such other documents as we have deemed
necessary or appropriate.
We hereby confirm that the discussions in the Proxy
Statement/Prospectus under the captions "SUMMARY -- Material Federal Income Tax
Consequences" and "THE MERGER -- Material Federal Income Tax Consequences" are a
fair and accurate summary of the matters addressed therein, based upon current
law and the facts and assumptions stated or referred to therein. There can be
no assurance that contrary positions may not be taken by the Internal Revenue
Service.
<PAGE>
U.S. Bancorp
April 30, 1999
Page 2
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the use of our name under the caption "THE MERGER
- -- Material Federal Income Tax Consequences" in the Proxy Statement/Prospectus.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Dorsey & Whitney LLP
